Minnesota Session Laws - 1992, Regular Session

  

                         Laws of Minnesota 1992 

                        CHAPTER 477-H.F.No. 2551 
           An act relating to corporations; regulating 
          registrations of domestic corporations with the 
          secretary of state; amending Minnesota Statutes 1990, 
          section 302A.821, as amended. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1990, section 302A.821, as 
amended by Laws 1991, chapter 205, sections 5, 6, and 7, is 
amended to read: 
    302A.821 [MINNESOTA CORPORATE REGISTRATION.] 
    Subdivision 1.  [INFORMATION REQUIRED.] A domestic 
corporation shall once each calendar year file either (a) with 
the commissioner of revenue along with the return required by 
sections 289A.08 and 289A.12, subdivision 3, or along with an 
affidavit that the corporation need not file a return under 
section 289A.08 or (b) with the secretary of state, a 
registration containing:  
    (a) The name of the corporation; 
    (b) The address of its principal executive office, if 
different from the registered office address; 
    (c) The address of its registered office; 
    (d) The state of incorporation; 
    (e) The name of its registered agent, if any; 
    (f) The name and business address of the officer or other 
person exercising the principal functions of the chief executive 
officer of the corporation; and 
    (g) The signature of a person authorized to sign the 
registration on behalf of the corporation.  
    Subd. 2.  [INFORMATION PUBLIC.] The information required by 
subdivision 1 shall be forwarded by the commissioner of revenue 
to the secretary of state and is public data.  Chapter 13 does 
not apply to this information.  
    Subd. 3.  [LOSS OF GOOD STANDING.] A corporation that fails 
to file a registration pursuant to the requirements of 
subdivision 1 loses its good standing in this state and is 
subject to a $25 fee.  The corporation may regain its good 
standing in this state by filing a single annual registration 
and paying a $25 fee. 
    Subd. 4.  [NOTICE OF REPEATED VIOLATION.] If a corporation 
fails for three consecutive years to file a registration 
pursuant to the requirements of subdivision 1, the secretary of 
state shall give notice by first class mail to the corporation 
at its registered office that it has violated this section and 
is subject to dissolution by the office of the secretary of 
state if the delinquent registration is not filed pursuant to 
subdivision 1 and the $25 fee paid within 60 days after the 
mailing of the notice.  For purposes of this subdivision, 
"delinquent registration" means a single annual registration. 
    Subd. 5.  [PENALTY.] (a) A corporation that has failed for 
three consecutive years to file a registration pursuant to the 
requirements of subdivision 1, has been notified of the failure 
pursuant to subdivision 4, and has failed to file the delinquent 
registration during the 60-day period described in subdivision 
4, may shall be dissolved by the secretary of state as described 
in paragraph (b).  
    (b) Immediately after the expiration of the 60-day period 
described in paragraph (a), if the corporation has not filed the 
delinquent registration, the secretary of state shall issue a 
certificate of involuntary dissolution, and a copy of the 
certificate shall be filed in the office of the secretary of 
state.  The original certificate shall be sent to the registered 
office of the corporation.  The secretary of state shall 
annually inform the attorney general and the commissioner of 
revenue of the names of corporations dissolved under this 
section during the preceding year.  A corporation dissolved in 
this manner is not entitled to the benefits of section 302A.781, 
subdivision 1.  The liability, if any, of the shareholders of a 
corporation dissolved in this manner shall be determined and 
limited in accordance with section 302A.557, except that the 
shareholders shall have no liability to any director of the 
corporation under section 302A.559, subdivision 2.  
    Subd. 6.  [REINSTATEMENT.] A corporation may retroactively 
reinstate its corporate existence after statutory dissolution by 
filing a single annual registration and paying a $25 fee.  
Filing the annual registration with the secretary of state: 
    (1) returns the corporation to active status as of the date 
of the statutory dissolution; 
    (2) validates contracts or other acts within the authority 
of the articles, and the corporation is liable for those 
contracts or acts; and 
    (3) restores to the corporation all assets and rights of 
the corporation and its shareholders to the extent they were 
held by the corporation and its shareholders before the 
statutory dissolution occurred, except to the extent that assets 
or rights were affected by acts occurring after the dissolution 
or sold or otherwise distributed after that time. 
    Sec. 2.  [EFFECTIVE DATE.] 
    Section 1 is effective retroactively to September 1, 1991. 
    Presented to the governor April 15, 1992 
    Signed by the governor April 17, 1992, 5:20 p.m.